Florida
|
65-0701248
|
(State or other jurisdiction of
|
(I.R.S. Employer
|
incorporation or organization)
|
Identification Number)
|
|
|
4400 Biscayne Boulevard, 12th Floor
|
|
Miami, Florida
|
33137
|
(Address of principal executive offices)
|
(Zip Code)
|
Large accelerated filer
|
[ ]
|
|
|
Accelerated filer
|
[x]
|
|
|
|
|
|
|
|
|
Non-accelerated filer
|
[ ]
|
(Do not check if a smaller reporting company)
|
|
Smaller reporting company
|
[ ]
|
|
|
|
|
|
|
|
|
|
|
|
|
Emerging growth company
|
[ ]
|
|
|
|
Page
|
PART I. FINANCIAL INFORMATION
|
|
|
|
|
|
|
||
|
|
|
|
||
|
|
|
|
||
|
|
|
|
||
|
|
|
|
||
|
|
|
|
||
|
|
|
|
|
|
|
|
|
|
|
|
PART II. OTHER INFORMATION
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Item 5.
|
Other Information
|
|
|
|
|
|
|
|
|
March 31, 2018
(Unaudited) |
|
December 31, 2017
|
||||
ASSETS
|
|
|
|
||||
|
|
|
|
||||
Cash and cash equivalents
|
$
|
145,417
|
|
|
$
|
172,103
|
|
Securities owned, at fair value
|
4,104
|
|
|
3,881
|
|
||
Receivables from clearing brokers
|
55,842
|
|
|
48,543
|
|
||
Receivables from other broker-dealers
|
2,263
|
|
|
2,822
|
|
||
Notes receivable from financial advisors, net
|
6,522
|
|
|
47,369
|
|
||
Other receivables, net
|
122,154
|
|
|
60,707
|
|
||
Fixed assets, net
|
23,886
|
|
|
23,621
|
|
||
Restricted cash
|
760
|
|
|
760
|
|
||
Intangible assets, net
|
76,131
|
|
|
103,611
|
|
||
Goodwill
|
124,210
|
|
|
124,210
|
|
||
Contract acquisition costs, net
|
73,234
|
|
|
—
|
|
||
Cash surrender value of life insurance
|
12,691
|
|
|
12,711
|
|
||
Other assets
|
36,941
|
|
|
31,687
|
|
||
Total assets
|
$
|
684,155
|
|
|
$
|
632,025
|
|
|
|
|
|
||||
LIABILITIES AND SHAREHOLDERS’ EQUITY
|
|
|
|
||||
|
|
|
|
||||
LIABILITIES:
|
|
|
|
||||
Securities sold, but not yet purchased, at fair value
|
$
|
235
|
|
|
$
|
231
|
|
Accrued compensation
|
18,828
|
|
|
33,343
|
|
||
Commissions and fees payable
|
95,937
|
|
|
67,221
|
|
||
Accounts payable and accrued liabilities
|
52,205
|
|
|
40,478
|
|
||
Deferred rent
|
2,571
|
|
|
2,151
|
|
||
Deferred income taxes
|
6,532
|
|
|
2,968
|
|
||
Deferred compensation liability
|
18,340
|
|
|
18,161
|
|
||
Accrued interest
|
261
|
|
|
232
|
|
||
Notes payable, net of unamortized discount of $357 and $424 in 2018 and 2017, respectively and net of debt issuance costs of $3,418 and $3,412 in 2018 and 2017, respectively.
|
98,997
|
|
|
96,849
|
|
||
Total liabilities
|
293,906
|
|
|
261,634
|
|
||
|
|
|
|
||||
Commitments and contingencies (Note 9)
|
|
|
|
|
|
||
SHAREHOLDERS' EQUITY:
|
|
|
|
||||
Preferred stock, $.0001 par value; authorized 50,000,000 shares: 8% Series A cumulative redeemable preferred stock; designated 23,844,916 shares in 2018 and 2017; shares issued and outstanding 17,012,075 in 2018 and 2017 (liquidation preference $425,302 in 2018 and 2017)
|
2
|
|
|
2
|
|
||
Common stock, $.0001 par value; authorized 1,000,000,000 shares in 2018 and 2017; shares issued and outstanding, 200,517,787 in 2018
and 198,583,941 in 2017
|
20
|
|
|
20
|
|
||
Additional paid-in capital
|
510,409
|
|
|
520,135
|
|
||
Accumulated deficit
|
(120,206
|
)
|
|
(149,778
|
)
|
||
|
|
|
|
||||
Total shareholders’ equity of the Company
|
390,225
|
|
|
370,379
|
|
||
|
|
|
|
||||
Noncontrolling interest
|
24
|
|
|
12
|
|
||
|
|
|
|
||||
Total shareholders' equity
|
390,249
|
|
|
370,391
|
|
||
|
|
|
|
||||
Total liabilities and shareholders' equity
|
$
|
684,155
|
|
|
$
|
632,025
|
|
|
|
Three Months Ended
|
||||||
|
|
March 31,
|
||||||
|
|
2018
|
|
2017
|
||||
Revenues:
|
|
|
|
|
||||
Commissions
|
|
$
|
163,286
|
|
|
$
|
130,050
|
|
Advisory fees
|
|
114,383
|
|
|
127,003
|
|
||
Investment banking
|
|
16,490
|
|
|
6,489
|
|
||
Principal transactions
|
|
167
|
|
|
320
|
|
||
Interest and dividends
|
|
787
|
|
|
635
|
|
||
Service fees
|
|
24,902
|
|
|
18,556
|
|
||
Other income
|
|
9,369
|
|
|
7,238
|
|
||
Total revenues
|
|
329,384
|
|
|
290,291
|
|
||
Expenses:
|
|
|
|
|
||||
Commissions and fees
|
|
231,311
|
|
|
218,734
|
|
||
Compensation and benefits
|
|
47,249
|
|
|
39,125
|
|
||
Non-cash compensation
|
|
1,494
|
|
|
1,429
|
|
||
Brokerage, communication and clearance fees
|
|
5,319
|
|
|
4,565
|
|
||
Rent and occupancy, net of sublease revenue
|
|
2,493
|
|
|
2,392
|
|
||
Professional services
|
|
5,018
|
|
|
4,123
|
|
||
Interest
|
|
1,866
|
|
|
477
|
|
||
Depreciation and amortization
|
|
5,809
|
|
|
7,432
|
|
||
Acquisition-related expenses
|
|
913
|
|
|
176
|
|
||
Amortization of retention and forgivable loans
|
|
76
|
|
|
1,591
|
|
||
Amortization of contract acquisition costs
|
|
2,210
|
|
|
—
|
|
||
Other
|
|
17,929
|
|
|
14,917
|
|
||
Total expenses
|
|
321,687
|
|
|
294,961
|
|
||
Income (loss) before item shown below
|
|
7,697
|
|
|
(4,670
|
)
|
||
Change in fair value of contingent consideration
|
|
(61
|
)
|
|
152
|
|
||
Income (loss) before income taxes
|
|
7,636
|
|
|
(4,518
|
)
|
||
Income tax expense (benefit)
|
|
2,172
|
|
|
(839
|
)
|
||
Net income (loss)
|
|
5,464
|
|
|
(3,679
|
)
|
||
Net income (loss) attributable to noncontrolling interest
|
|
1
|
|
|
(5
|
)
|
||
Net income (loss) attributable to the Company
|
|
$
|
5,463
|
|
|
$
|
(3,674
|
)
|
Dividends declared on preferred stock
|
|
(8,508
|
)
|
|
(7,924
|
)
|
||
Net loss available to common shareholders
|
|
$
|
(3,045
|
)
|
|
$
|
(11,598
|
)
|
|
|
|
|
|
||||
Net loss per common share available to common shareholders (basic)
|
|
$
|
(0.02
|
)
|
|
$
|
(0.06
|
)
|
|
|
|
|
|
||||
Net loss per common share available to common shareholders (diluted)
|
|
$
|
(0.02
|
)
|
|
$
|
(0.06
|
)
|
|
|
|
|
|
||||
Weighted average common shares used in computation of per share data:
|
|
|
|
|
||||
Basic
|
|
195,898,794
|
|
|
192,270,615
|
|
||
Diluted
|
|
195,898,794
|
|
|
192,270,615
|
|
|
|
Preferred Stock
|
|
Common Stock
|
|
Additional Paid-In Capital
|
|
Accumulated Deficit
|
|
Noncontrolling Interest
|
|
|
||||||||||||||||||
|
|
Shares
|
|
Amount
|
|
Shares
|
|
Amount
|
|
|
|
|
Total
|
|||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Balance - December 31, 2017
|
|
17,012,075
|
|
|
$
|
2
|
|
|
198,583,941
|
|
|
$
|
20
|
|
|
$
|
520,135
|
|
|
$
|
(149,778
|
)
|
|
$
|
12
|
|
|
$
|
370,391
|
|
Cumulative effect of adoption of ASC 606 (See Note 2)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
24,109
|
|
|
11
|
|
|
24,120
|
|
||||||
Balance - January 1, 2018
|
|
17,012,075
|
|
|
2
|
|
|
198,583,941
|
|
|
20
|
|
|
520,135
|
|
|
(125,669
|
)
|
|
23
|
|
|
394,511
|
|
||||||
Issuance of common stock under employee stock purchase plan
|
|
—
|
|
|
—
|
|
|
59,944
|
|
|
—
|
|
|
186
|
|
|
—
|
|
|
—
|
|
|
186
|
|
||||||
Exercise of stock options (net of 131,070 shares tendered in payment of exercise price)
|
|
—
|
|
|
—
|
|
|
553,599
|
|
|
—
|
|
|
828
|
|
|
—
|
|
|
—
|
|
|
828
|
|
||||||
Stock-based compensation granted to advisory board, consultants and independent financial advisors
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
7
|
|
|
—
|
|
|
—
|
|
|
7
|
|
||||||
Stock-based compensation to employees
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1,487
|
|
|
—
|
|
|
—
|
|
|
1,487
|
|
||||||
Issuance of restricted stock
|
|
—
|
|
|
—
|
|
|
1,855,000
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Repurchase and retirement of common stock, including 239,481 shares surrendered for tax withholdings and 9,816 shares tendered in payment of exercise price
|
|
—
|
|
|
—
|
|
|
(534,697
|
)
|
|
—
|
|
|
(1,729
|
)
|
|
—
|
|
|
—
|
|
|
(1,729
|
)
|
||||||
Preferred stock issued, net of underwriting discount and expense of $37
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(37
|
)
|
|
—
|
|
|
—
|
|
|
(37
|
)
|
||||||
Preferred stock dividends declared and paid
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(8,508
|
)
|
|
—
|
|
|
—
|
|
|
(8,508
|
)
|
||||||
Common stock dividends declared and paid
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(1,960
|
)
|
|
—
|
|
|
—
|
|
|
(1,960
|
)
|
||||||
Net income
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
5,463
|
|
|
1
|
|
|
5,464
|
|
||||||
Balance - March 31, 2018
|
|
17,012,075
|
|
|
$
|
2
|
|
|
200,517,787
|
|
|
$
|
20
|
|
|
$
|
510,409
|
|
|
$
|
(120,206
|
)
|
|
$
|
24
|
|
|
$
|
390,249
|
|
|
Three Months Ended
March 31, |
||||||
|
2018
|
|
2017
|
||||
|
|
|
|
||||
Cash flows from operating activities:
|
|
|
|
||||
Net income (loss)
|
$
|
5,464
|
|
|
$
|
(3,679
|
)
|
Adjustments to reconcile net income (loss) to
|
|
|
|
||||
net cash used in operating activities:
|
|
|
|
||||
Change in fair value of contingent consideration
|
61
|
|
|
(152
|
)
|
||
Adjustment to deferred rent
|
420
|
|
|
178
|
|
||
Amortization of intangible assets
|
3,835
|
|
|
5,486
|
|
||
Amortization of debt discount
|
112
|
|
|
113
|
|
||
Amortization of debt issue cost
|
99
|
|
|
—
|
|
||
Amortization of retention and forgivable loans
|
76
|
|
|
1,591
|
|
||
Amortization of contract acquisition costs
|
2,210
|
|
|
—
|
|
||
Depreciation and other amortization
|
1,974
|
|
|
1,946
|
|
||
Deferred income taxes
|
(71
|
)
|
|
(945
|
)
|
||
Non-cash interest expense on forgivable loan
|
40
|
|
|
116
|
|
||
Non-cash compensation expense
|
1,494
|
|
|
1,429
|
|
||
Loss on write-off of furniture, fixtures and leasehold improvements, net
|
—
|
|
|
1
|
|
||
|
|
|
|
||||
(Increase) decrease in operating assets
|
|
|
|
||||
Securities owned, at fair value
|
(223
|
)
|
|
224
|
|
||
Receivables from clearing brokers
|
(7,299
|
)
|
|
(2,708
|
)
|
||
Receivables from other broker-dealers
|
559
|
|
|
(1,354
|
)
|
||
Other receivables, net
|
(2,798
|
)
|
|
(433
|
)
|
||
Contract acquisition costs, net
|
(14,104
|
)
|
|
—
|
|
||
Notes receivable from financial advisors, net
|
205
|
|
|
(2,466
|
)
|
||
Cash surrender value of life insurance
|
20
|
|
|
(408
|
)
|
||
Other assets
|
(5,229
|
)
|
|
(818
|
)
|
||
|
|
|
|
||||
Increase (decrease) in operating liabilities
|
|
|
|
||||
Securities sold, but not yet purchased, at fair value
|
4
|
|
|
(49
|
)
|
||
Accrued compensation
|
(14,405
|
)
|
|
(12,178
|
)
|
||
Accrued interest
|
(11
|
)
|
|
(55
|
)
|
||
Commissions and fees payable
|
(679
|
)
|
|
2,839
|
|
||
Deferred compensation liability
|
179
|
|
|
61
|
|
||
Accounts payable and accrued liabilities
|
12,903
|
|
|
438
|
|
||
Net cash used in operating activities
|
(15,164
|
)
|
|
(10,823
|
)
|
||
|
|
|
|
||||
Cash flows from investing activities:
|
|
|
|
||||
Purchases of fixed assets
|
(2,239
|
)
|
|
(2,393
|
)
|
||
Net cash used in investing activities
|
(2,239
|
)
|
|
(2,393
|
)
|
||
|
|
|
|
||||
Cash flows from financing activities:
|
|
|
|
||||
Issuance of Series A preferred stock
|
(37
|
)
|
|
(28
|
)
|
||
Issuance of common stock
|
1,014
|
|
|
452
|
|
||
Issuance of senior notes
|
4,385
|
|
|
—
|
|
||
Series A preferred stock dividends paid
|
(8,508
|
)
|
|
(7,924
|
)
|
||
Common stock dividends paid
|
(1,960
|
)
|
|
—
|
|
||
Repurchase and retirement of common stock
|
(1,729
|
)
|
|
(604
|
)
|
||
Bank loan and revolver repayments
|
(669
|
)
|
|
(219
|
)
|
||
Principal payments on notes payable
|
(1,779
|
)
|
|
(1,748
|
)
|
||
Net cash used in financing activities
|
(9,283
|
)
|
|
(10,071
|
)
|
||
Net decrease in cash and cash equivalents
|
(26,686
|
)
|
|
(23,287
|
)
|
||
Cash and cash equivalents including restricted cash, beginning of period
|
172,863
|
|
|
99,941
|
|
||
Cash and equivalents at end of period:
|
|
|
|
||||
Cash and cash equivalents
|
145,417
|
|
|
75,643
|
|
||
Restricted cash
|
760
|
|
|
1,011
|
|
||
Cash and cash equivalents including restricted cash, end of period
|
$
|
146,177
|
|
|
$
|
76,654
|
|
|
|
|
|
||||
Supplemental cash flow information:
|
|
|
|
||||
Interest paid
|
$
|
1,626
|
|
|
$
|
303
|
|
Taxes paid
|
27
|
|
|
89
|
|
For the Three Months Ended March 31, 2018
|
|
Independent Advisory and Brokerage Services
|
|
Ladenburg
|
|
Insurance Brokerage
|
|
Corporate
|
|
Total
|
||||||||||
Commissions
|
|
$
|
129,745
|
|
|
$
|
3,213
|
|
|
$
|
30,328
|
|
|
$
|
—
|
|
|
$
|
163,286
|
|
Advisory fees
|
|
112,513
|
|
|
1,816
|
|
|
—
|
|
|
54
|
|
|
114,383
|
|
|||||
Investment banking
|
|
116
|
|
|
16,374
|
|
|
—
|
|
|
—
|
|
|
16,490
|
|
|||||
Principal transactions
|
|
11
|
|
|
156
|
|
|
—
|
|
|
—
|
|
|
167
|
|
|||||
Interest and dividends
|
|
534
|
|
|
75
|
|
|
—
|
|
|
178
|
|
|
787
|
|
|||||
Service fees
|
|
24,140
|
|
|
568
|
|
|
—
|
|
|
194
|
|
|
24,902
|
|
|||||
Other income
|
|
8,470
|
|
|
112
|
|
|
732
|
|
|
55
|
|
|
9,369
|
|
|||||
Total revenues
|
|
$
|
275,529
|
|
|
$
|
22,314
|
|
|
$
|
31,060
|
|
|
$
|
481
|
|
|
$
|
329,384
|
|
|
|
As of March 31, 2018
|
|
As of January 1, 2018 (Adoption Date)
|
||||
Contract assets - Insurance trailing commissions
|
|
$
|
62,178
|
|
|
$
|
58,786
|
|
Contract liabilities - Insurance trailing commissions
|
|
32,571
|
|
|
29,395
|
|
1.
|
We applied the practical expedient outlined under ASC 606-10-65-1(h), and did not restate contracts that were completed contracts as of the date of initial application, i.e. January 1, 2018.
|
2.
|
We applied the practical expedient outlined under ASC 606-10-65-1(f)(4) and did not separately evaluate the effects of contract modifications. Instead, we reflect the aggregate effect of all the modifications that occurred before the initial application date, i.e. January 1, 2018.
|
3.
|
We applied the practical expedient outlined under ASC 606-10-10-4 that allows for the accounting for incremental costs of obtaining contracts at a portfolio level in order to determine the amortization period.
|
4.
|
We applied the practical expedient outlined under ASC 340-40-25-4 and did not capitalize the incremental costs to obtain a contract if the amortization period for the asset is one year or less.
|
Condensed Consolidated Statement of Financial Condition
|
||||||||||||||||||
|
|
|
|
|
|
|
||||||||||||
|
|
As Reported
|
|
Adjustments
|
|
Adjusted
|
||||||||||||
|
|
December 31, 2017
|
|
Investment Banking
|
Insurance Renewals
|
Costs to obtain or fulfill a contract
|
|
January 1, 2018
|
||||||||||
ASSETS
|
|
(Audited)
|
|
|
|
|
|
|
||||||||||
|
|
|
|
|
|
|
|
|
||||||||||
Cash and cash equivalents
|
|
$
|
172,103
|
|
|
—
|
|
—
|
|
—
|
|
|
$
|
172,103
|
|
|||
Securities owned, at fair value
|
|
3,881
|
|
|
—
|
|
—
|
|
—
|
|
|
3,881
|
|
|||||
Receivables from clearing brokers
|
|
48,543
|
|
|
—
|
|
—
|
|
—
|
|
|
48,543
|
|
|||||
Receivables from other broker-dealers
|
|
2,822
|
|
|
—
|
|
—
|
|
—
|
|
|
2,822
|
|
|||||
Notes receivable from financial advisors, net
|
|
47,369
|
|
|
—
|
|
—
|
|
(40,566
|
)
|
|
6,803
|
|
|||||
Other receivables, net
|
|
60,707
|
|
|
(137
|
)
|
58,786
|
|
—
|
|
|
119,356
|
|
|||||
Fixed assets, net
|
|
23,621
|
|
|
—
|
|
—
|
|
—
|
|
|
23,621
|
|
|||||
Restricted assets
|
|
760
|
|
|
—
|
|
—
|
|
—
|
|
|
760
|
|
|||||
Intangible assets, net
|
|
103,611
|
|
|
—
|
|
(23,645
|
)
|
—
|
|
|
79,966
|
|
|||||
Goodwill
|
|
124,210
|
|
|
—
|
|
—
|
|
—
|
|
|
124,210
|
|
|||||
Contract acquisition costs, net
|
|
—
|
|
|
—
|
|
—
|
|
61,340
|
|
|
61,340
|
|
|||||
Cash surrender value of life insurance
|
|
12,711
|
|
|
—
|
|
—
|
|
—
|
|
|
12,711
|
|
|||||
Other assets
|
|
31,687
|
|
|
25
|
|
$
|
—
|
|
—
|
|
|
31,712
|
|
||||
|
|
|
|
|
|
|
|
|
||||||||||
Total assets
|
|
$
|
632,025
|
|
|
$
|
(112
|
)
|
$
|
35,141
|
|
$
|
20,774
|
|
|
$
|
687,828
|
|
|
|
|
|
|
|
|
|
|
||||||||||
LIABILITIES AND SHAREHOLDERS' EQUITY
|
|
|
|
|
|
|
|
|
||||||||||
|
|
|
|
|
|
|
|
|
||||||||||
Securities sold, but not yet purchased, at fair value
|
|
$
|
231
|
|
|
—
|
|
—
|
|
—
|
|
|
$
|
231
|
|
|||
Accrued compensation
|
|
33,343
|
|
|
(110
|
)
|
—
|
|
—
|
|
|
33,233
|
|
|||||
Commissions and fees payable
|
|
67,221
|
|
|
—
|
|
29,395
|
|
—
|
|
|
96,616
|
|
|||||
Accounts payable and accrued liabilities
|
|
40,478
|
|
|
(104
|
)
|
—
|
|
(1,133
|
)
|
|
39,241
|
|
|||||
Deferred rent
|
|
2,151
|
|
|
—
|
|
—
|
|
—
|
|
|
2,151
|
|
|||||
Deferred income taxes
|
|
2,968
|
|
|
28
|
|
1,489
|
|
2,118
|
|
|
6,603
|
|
|||||
Deferred compensation liability
|
|
18,161
|
|
|
—
|
|
—
|
|
—
|
|
|
18,161
|
|
|||||
Accrued interest
|
|
232
|
|
|
—
|
|
—
|
|
—
|
|
|
232
|
|
|||||
Notes payable
|
|
96,849
|
|
|
—
|
|
—
|
|
—
|
|
|
96,849
|
|
|||||
Total liabilities
|
|
$
|
261,634
|
|
|
$
|
(186
|
)
|
$
|
30,884
|
|
$
|
985
|
|
|
$
|
293,317
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Commitments and contingencies
|
|
|
|
|
|
|
|
|
||||||||||
Shareholders' equity:
|
|
|
|
|
|
|
|
|
||||||||||
Preferred stock
|
|
$
|
2
|
|
|
—
|
|
—
|
|
—
|
|
|
$
|
2
|
|
|||
Common stock
|
|
20
|
|
|
—
|
|
—
|
|
—
|
|
|
20
|
|
|||||
Additional paid-in capital
|
|
520,135
|
|
|
—
|
|
—
|
|
—
|
|
|
520,135
|
|
|||||
Accumulated deficit
|
|
(149,778
|
)
|
|
74
|
|
4,257
|
|
19,778
|
|
|
(125,669
|
)
|
|||||
|
|
|
|
|
|
|
|
|
||||||||||
Total shareholders equity of the Company
|
|
370,379
|
|
|
74
|
|
4,257
|
|
19,778
|
|
|
394,488
|
|
|||||
|
|
|
|
|
|
|
|
|
||||||||||
Noncontrolling interest
|
|
12
|
|
|
—
|
|
—
|
|
11
|
|
|
23
|
|
|||||
|
|
|
|
|
|
|
|
|
||||||||||
Total shareholders' equity
|
|
370,391
|
|
|
74
|
|
4,257
|
|
19,789
|
|
|
394,511
|
|
|||||
|
|
|
|
|
|
|
|
|
||||||||||
Total liabilities and shareholders' equity
|
|
$
|
632,025
|
|
|
$
|
(112
|
)
|
$
|
35,141
|
|
$
|
20,774
|
|
|
$
|
687,828
|
|
Condensed Consolidated Statement of Financial Condition
|
||||||||||||
|
|
|
|
|
||||||||
|
|
As of March 31, 2018
|
|
|
||||||||
|
|
As Reported
|
|
Balances without the adoption of ASC 606
|
|
Effects of Change Higher/(Lower)
|
||||||
ASSETS
|
|
|
|
|
|
|
||||||
|
|
|
|
|
|
|
||||||
Cash and cash equivalents
|
|
$
|
145,417
|
|
|
$
|
145,417
|
|
|
$
|
—
|
|
Securities owned, at fair value
|
|
4,104
|
|
|
4,104
|
|
|
—
|
|
|||
Receivables from clearing brokers
|
|
55,842
|
|
|
55,842
|
|
|
—
|
|
|||
Receivables from other broker-dealers
|
|
2,263
|
|
|
2,263
|
|
|
—
|
|
|||
Notes receivable from financial advisors, net
|
|
6,522
|
|
|
57,038
|
|
|
(50,516
|
)
|
|||
Other receivables, net
|
|
122,154
|
|
|
60,231
|
|
|
61,923
|
|
|||
Fixed assets, net
|
|
23,886
|
|
|
23,886
|
|
|
—
|
|
|||
Restricted assets
|
|
760
|
|
|
760
|
|
|
—
|
|
|||
Intangible assets, net
|
|
76,131
|
|
|
98,463
|
|
|
(22,332
|
)
|
|||
Goodwill
|
|
124,210
|
|
|
124,210
|
|
|
—
|
|
|||
Contract acquisition costs, net
|
|
73,234
|
|
|
—
|
|
|
73,234
|
|
|||
Cash surrender value of life insurance
|
|
12,691
|
|
|
12,691
|
|
|
—
|
|
|||
Other assets
|
|
36,941
|
|
|
36,586
|
|
|
355
|
|
|||
|
|
|
|
|
|
|
||||||
Total assets
|
|
$
|
684,155
|
|
|
$
|
621,491
|
|
|
$
|
62,664
|
|
|
|
|
|
|
|
|
||||||
LIABILITIES AND SHAREHOLDERS' EQUITY
|
|
|
|
|
|
|
||||||
|
|
|
|
|
|
|
||||||
Securities sold, but not yet purchased, at market value
|
|
$
|
235
|
|
|
$
|
235
|
|
|
$
|
—
|
|
Accrued compensation
|
|
18,828
|
|
|
18,816
|
|
|
12
|
|
|||
Commissions and fees payable
|
|
95,937
|
|
|
63,366
|
|
|
32,571
|
|
|||
Accounts payable and accrued liabilities
|
|
52,205
|
|
|
51,874
|
|
|
331
|
|
|||
Deferred rent
|
|
2,571
|
|
|
2,571
|
|
|
—
|
|
|||
Deferred income taxes
|
|
6,532
|
|
|
2,631
|
|
|
3,901
|
|
|||
Deferred compensation liability
|
|
18,340
|
|
|
18,340
|
|
|
—
|
|
|||
Accrued interest
|
|
261
|
|
|
261
|
|
|
—
|
|
|||
Notes payable
|
|
98,997
|
|
|
98,997
|
|
|
—
|
|
|||
Total liabilities
|
|
$
|
293,906
|
|
|
$
|
257,091
|
|
|
$
|
36,815
|
|
|
|
|
|
|
|
|
||||||
Commitments and contingencies
|
|
|
|
|
|
|
||||||
Sharedholders' equity:
|
|
|
|
|
|
|
||||||
Preferred stock
|
|
2
|
|
|
2
|
|
|
—
|
|
|||
Common stock
|
|
20
|
|
|
20
|
|
|
—
|
|
|||
Additional paid-in capital
|
|
510,409
|
|
|
510,409
|
|
|
—
|
|
|||
Accumulated deficit
|
|
(120,206
|
)
|
|
(146,044
|
)
|
|
25,838
|
|
|||
|
|
|
|
|
|
|
||||||
Total shareholders equity of the Company
|
|
390,225
|
|
|
364,387
|
|
|
25,838
|
|
|||
|
|
|
|
|
|
|
||||||
Noncontrolling interest
|
|
24
|
|
|
13
|
|
|
11
|
|
|||
|
|
|
|
|
|
|
||||||
Total shareholders' equity
|
|
390,249
|
|
|
364,400
|
|
|
25,849
|
|
|||
|
|
|
|
|
|
|
||||||
Total liabilities and shareholders' equity
|
|
$
|
684,155
|
|
|
$
|
621,491
|
|
|
$
|
62,664
|
|
Condensed Consolidated Statement of Operations
|
||||||||||||
|
|
|
|
|
||||||||
|
|
Three Months Ended March 31, 2018
|
|
|
||||||||
|
|
As Reported
|
|
Amounts without the adoption of ASC 606
|
|
Effects of Change Higher/(Lower)
|
||||||
Revenues:
|
|
|
|
|
|
|
||||||
Commissions
|
|
$
|
163,286
|
|
|
$
|
146,038
|
|
|
$
|
17,248
|
|
Advisory fees
|
|
114,383
|
|
|
163,927
|
|
|
(49,544
|
)
|
|||
Investment banking
|
|
16,490
|
|
|
15,146
|
|
|
1,344
|
|
|||
Principal transactions
|
|
167
|
|
|
193
|
|
|
(26
|
)
|
|||
Interest and dividends
|
|
787
|
|
|
781
|
|
|
6
|
|
|||
Service fees
|
|
24,902
|
|
|
24,902
|
|
|
—
|
|
|||
Other income
|
|
9,369
|
|
|
9,463
|
|
|
(94
|
)
|
|||
Total revenues
|
|
329,384
|
|
|
360,450
|
|
|
(31,066
|
)
|
|||
Expenses:
|
|
|
|
|
|
|
||||||
Commissions and fees
|
|
231,311
|
|
|
263,822
|
|
|
(32,511
|
)
|
|||
Compensation and benefits
|
|
47,249
|
|
|
47,486
|
|
|
(237
|
)
|
|||
Non-cash compensation
|
|
1,494
|
|
|
1,494
|
|
|
—
|
|
|||
Brokerage, communication and clearance fees
|
|
5,319
|
|
|
5,071
|
|
|
248
|
|
|||
Rent and occupancy, net of sublease revenue
|
|
2,493
|
|
|
2,493
|
|
|
—
|
|
|||
Professional services
|
|
5,018
|
|
|
4,636
|
|
|
382
|
|
|||
Interest
|
|
1,866
|
|
|
1,866
|
|
|
—
|
|
|||
Depreciation and amortization
|
|
5,809
|
|
|
7,123
|
|
|
(1,314
|
)
|
|||
Acquisition-related expenses
|
|
913
|
|
|
913
|
|
|
—
|
|
|||
Amortization of retention and forgivable loans
|
|
76
|
|
|
3,156
|
|
|
(3,080
|
)
|
|||
Amortization of contract acquisition costs
|
|
2,210
|
|
|
—
|
|
|
2,210
|
|
|||
Other
|
|
17,929
|
|
|
18,071
|
|
|
(142
|
)
|
|||
Total expenses
|
|
321,687
|
|
|
356,131
|
|
|
(34,444
|
)
|
|||
Income before item shown below
|
|
7,697
|
|
|
4,319
|
|
|
3,378
|
|
|||
Change in fair value of contingent consideration
|
|
(61
|
)
|
|
(61
|
)
|
|
—
|
|
|||
Income before income taxes
|
|
7,636
|
|
|
4,258
|
|
|
3,378
|
|
|||
Income tax expense
|
|
2,172
|
|
|
521
|
|
|
1,651
|
|
|||
Net income
|
|
5,464
|
|
|
3,737
|
|
|
1,727
|
|
|||
Net income attributable to noncontrolling interest
|
|
1
|
|
|
1
|
|
|
—
|
|
|||
Net income attributable to the Company
|
|
$
|
5,463
|
|
|
$
|
3,736
|
|
|
$
|
1,727
|
|
Dividends declared on preferred stock
|
|
(8,508
|
)
|
|
(8,508
|
)
|
|
—
|
|
|||
Net loss available to common shareholders
|
|
$
|
(3,045
|
)
|
|
$
|
(4,772
|
)
|
|
$
|
1,727
|
|
|
|
|
|
|
|
|
||||||
Net loss per common share available to common shareholders (basic)
|
|
$
|
(0.02
|
)
|
|
$
|
(0.02
|
)
|
|
$
|
—
|
|
Net loss per common share available to common shareholders (diluted)
|
|
$
|
(0.02
|
)
|
|
$
|
(0.02
|
)
|
|
$
|
—
|
|
Weighted average common shares used in computation of per share data:
|
|
|
|
|
|
|
||||||
Basic
|
|
195,898,794
|
|
|
195,898,794
|
|
|
—
|
|
|||
Diluted
|
|
195,898,794
|
|
|
195,898,794
|
|
|
—
|
|
|
|
March 31, 2018
|
||||||||||||||
Assets
|
|
Carrying Value
|
|
Level 1
|
|
Level 2
|
|
Total Estimated Fair Value
|
||||||||
Cash and cash equivalents
|
|
$
|
145,417
|
|
|
$
|
145,417
|
|
|
$
|
—
|
|
|
$
|
145,417
|
|
Receivables from clearing brokers
|
|
55,842
|
|
|
—
|
|
|
55,842
|
|
|
55,842
|
|
||||
Receivables from other broker-dealers
|
|
2,263
|
|
|
—
|
|
|
2,263
|
|
|
2,263
|
|
||||
Notes receivables, net
(1)
|
|
6,522
|
|
|
—
|
|
|
6,522
|
|
|
6,522
|
|
||||
Other receivables, net
|
|
122,154
|
|
|
—
|
|
|
122,154
|
|
|
122,154
|
|
||||
|
|
$
|
332,198
|
|
|
$
|
145,417
|
|
|
$
|
186,781
|
|
|
$
|
332,198
|
|
|
|
|
|
|
|
|
|
|
||||||||
Liabilities
|
|
|
|
|
|
|
|
|
||||||||
Accrued compensation
|
|
$
|
18,828
|
|
|
$
|
—
|
|
|
$
|
18,828
|
|
|
$
|
18,828
|
|
Commissions and fees payable
|
|
95,937
|
|
|
—
|
|
|
95,937
|
|
|
95,937
|
|
||||
Accounts payable and accrued liabilities
(2)
|
|
50,449
|
|
|
—
|
|
|
50,449
|
|
|
50,449
|
|
||||
Accrued interest
|
|
261
|
|
|
—
|
|
|
261
|
|
|
261
|
|
||||
Notes payable, net
(3)
|
|
98,997
|
|
|
—
|
|
|
100,732
|
|
|
100,732
|
|
||||
|
|
$
|
264,472
|
|
|
$
|
—
|
|
|
$
|
266,207
|
|
|
$
|
266,207
|
|
|
|
December 31, 2017
|
||||||||||||||
Assets
|
|
Carrying Value
|
|
Level 1
|
|
Level 2
|
|
Total Estimated Fair Value
|
||||||||
Cash and cash equivalents
|
|
$
|
172,103
|
|
|
$
|
172,103
|
|
|
$
|
—
|
|
|
$
|
172,103
|
|
Receivables from clearing brokers
|
|
48,543
|
|
|
—
|
|
|
48,543
|
|
|
48,543
|
|
||||
Receivables from other broker-dealers
|
|
2,822
|
|
|
—
|
|
|
2,822
|
|
|
2,822
|
|
||||
Notes receivables, net
(1)
|
|
47,369
|
|
|
—
|
|
|
47,369
|
|
|
47,369
|
|
||||
Other receivables, net
|
|
60,707
|
|
|
—
|
|
|
60,707
|
|
|
60,707
|
|
||||
|
|
$
|
330,953
|
|
|
$
|
172,103
|
|
|
$
|
158,850
|
|
|
$
|
330,953
|
|
|
|
|
|
|
|
|
|
|
||||||||
Liabilities
|
|
|
|
|
|
|
|
|
||||||||
Accrued compensation
|
|
$
|
33,343
|
|
|
$
|
—
|
|
|
$
|
33,343
|
|
|
$
|
33,343
|
|
Commissions and fees payable
|
|
67,221
|
|
|
—
|
|
|
67,221
|
|
|
67,221
|
|
||||
Accounts payable and accrued liabilities
(2)
|
|
38,374
|
|
|
—
|
|
|
38,374
|
|
|
38,374
|
|
||||
Accrued interest
|
|
232
|
|
|
—
|
|
|
232
|
|
|
232
|
|
||||
Notes payable, net
(3)
|
|
96,849
|
|
|
—
|
|
|
99,129
|
|
|
99,129
|
|
||||
|
|
$
|
236,019
|
|
|
$
|
—
|
|
|
$
|
238,299
|
|
|
$
|
238,299
|
|
|
|
March 31, 2018
|
||||||||||||||||||
Assets
|
|
Carrying Value
|
|
Level 1
|
|
Level 2
|
|
Level 3
|
|
Total Estimated Fair Value
|
||||||||||
Certificates of deposit
|
|
$
|
463
|
|
|
$
|
463
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
463
|
|
Debt securities
|
|
1,935
|
|
|
—
|
|
|
1,935
|
|
|
—
|
|
|
1,935
|
|
|||||
Common stock and warrants
|
|
1,706
|
|
|
830
|
|
|
876
|
|
|
—
|
|
|
1,706
|
|
|||||
Total
|
|
$
|
4,104
|
|
|
$
|
1,293
|
|
|
$
|
2,811
|
|
|
$
|
—
|
|
|
$
|
4,104
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Liabilities
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Contingent consideration payable
|
|
$
|
1,756
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
1,756
|
|
|
$
|
1,756
|
|
Debt securities
|
|
200
|
|
|
—
|
|
|
200
|
|
|
—
|
|
|
200
|
|
|||||
Common stock and warrants
|
|
35
|
|
|
35
|
|
|
—
|
|
|
—
|
|
|
35
|
|
|||||
Total
|
|
$
|
1,991
|
|
|
$
|
35
|
|
|
$
|
200
|
|
|
$
|
1,756
|
|
|
$
|
1,991
|
|
|
|
December 31, 2017
|
||||||||||||||||||
Assets
|
|
Carrying Value
|
|
Level 1
|
|
Level 2
|
|
Level 3
|
|
Total Estimated Fair Value
|
||||||||||
Certificates of deposit
|
|
$
|
568
|
|
|
$
|
568
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
568
|
|
Debt securities
|
|
1,918
|
|
|
—
|
|
|
1,918
|
|
|
—
|
|
|
1,918
|
|
|||||
Common stock and warrants
|
|
1,395
|
|
|
765
|
|
|
630
|
|
|
—
|
|
|
1,395
|
|
|||||
Total
|
|
$
|
3,881
|
|
|
$
|
1,333
|
|
|
$
|
2,548
|
|
|
$
|
—
|
|
|
$
|
3,881
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Liabilities
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Contingent consideration payable
|
|
$
|
2,104
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
2,104
|
|
|
$
|
2,104
|
|
Debt securities
|
|
151
|
|
|
—
|
|
|
151
|
|
|
—
|
|
|
151
|
|
|||||
Common stock and warrants
|
|
80
|
|
|
80
|
|
|
—
|
|
|
—
|
|
|
80
|
|
|||||
Total
|
|
$
|
2,335
|
|
|
$
|
80
|
|
|
$
|
151
|
|
|
$
|
2,104
|
|
|
$
|
2,335
|
|
Fair value of contingent consideration as of December 31, 2016
|
|
$
|
7,144
|
|
Payments
|
|
(5,021
|
)
|
|
Change in fair value of contingent consideration
|
|
(19
|
)
|
|
Fair value of contingent consideration as of December 31, 2017
|
|
$
|
2,104
|
|
Payments
|
|
(409
|
)
|
|
Change in fair value of contingent consideration
|
|
61
|
|
|
Fair value of contingent consideration as of March 31, 2018
|
|
$
|
1,756
|
|
|
|
|
|
March 31, 2018
|
|
December 31, 2017
|
||||||||||||
|
|
Weighted-Average Estimated Useful Life (years)
|
|
Gross Carrying Amount
|
|
Accumulated Amortization
|
|
Gross Carrying Amount
|
|
Accumulated Amortization
|
||||||||
Technology
|
|
7.9
|
|
$
|
25,563
|
|
|
$
|
19,837
|
|
|
$
|
25,563
|
|
|
$
|
19,020
|
|
Relationships with financial advisors
|
|
14.7
|
|
117,995
|
|
|
52,261
|
|
|
117,995
|
|
|
49,925
|
|
||||
Covenants not-to-compete
|
|
3.9
|
|
6,421
|
|
|
5,858
|
|
|
6,421
|
|
|
5,732
|
|
||||
Trade names
|
|
7.7
|
|
16,910
|
|
|
12,802
|
|
|
16,910
|
|
|
12,245
|
|
||||
Renewal revenue
(1)
|
|
7.9
|
|
—
|
|
|
—
|
|
|
41,381
|
|
|
17,737
|
|
||||
Total
|
|
|
|
$
|
166,889
|
|
|
$
|
90,758
|
|
|
$
|
208,270
|
|
|
$
|
104,659
|
|
|
|
||
Remainder of 2018
|
$
|
11,372
|
|
2019
|
11,732
|
|
|
2020
|
10,145
|
|
|
2021
|
5,432
|
|
|
2022
|
5,432
|
|
|
2023 - 2039
|
32,018
|
|
|
|
$
|
76,131
|
|
8.
|
Notes Payable
|
Grant Date
|
|
Final Vesting Date
|
Shares
|
Fair Value
(1)
|
|||
January 12, 2018
(2)
|
|
January 12, 2022
|
1,460,000
|
|
$
|
4,687
|
|
January 22, 2018
(2)
|
|
January 22, 2022
|
245,000
|
|
$
|
762
|
|
January 29, 2018
(2)
|
|
January 29, 2022
|
25,000
|
|
$
|
78
|
|
March 7, 2018
(2)
|
|
March 7, 2022
|
125,000
|
|
$
|
425
|
|
|
|
|
1,855,000
|
|
$
|
5,952
|
|
(1)
|
Fair value is calculated using the closing price on the grant date.
|
(2)
|
Vests in
four
equal annual installments beginning on the first anniversary of the grant date.
|
|
Three Months Ended
March 31, |
||||
|
2018
|
|
2017
|
||
Basic weighted-average shares
|
195,898,794
|
|
|
192,270,615
|
|
Effect of dilutive securities:
|
|
|
|
||
Options to purchase common stock
|
—
|
|
|
—
|
|
Warrants to purchase common stock
|
—
|
|
|
—
|
|
Dilutive potential common shares
|
—
|
|
|
—
|
|
Weighted average common shares outstanding and dilutive potential common shares
|
195,898,794
|
|
|
192,270,615
|
|
Three Months Ended March 31, 2018
|
|
Independent
Advisory and Brokerage Services
|
|
Ladenburg
|
|
Insurance Brokerage
|
|
Corporate
|
|
Total
|
||||||||||
Revenues
|
|
$
|
275,529
|
|
|
$
|
22,314
|
|
|
$
|
31,060
|
|
|
$
|
481
|
|
|
$
|
329,384
|
|
Income (loss) before income taxes
|
|
10,680
|
|
|
4,313
|
|
|
(131
|
)
|
|
(7,226
|
)
|
(1)
|
7,636
|
|
|||||
EBITDA, as adjusted
(3)
|
|
20,011
|
|
|
4,651
|
|
|
441
|
|
|
(4,939
|
)
|
|
20,164
|
|
|||||
Identifiable assets
(2)
|
|
468,800
|
|
|
46,960
|
|
|
87,257
|
|
|
81,138
|
|
|
684,155
|
|
|||||
Depreciation and amortization
|
|
5,452
|
|
|
112
|
|
|
242
|
|
|
3
|
|
|
5,809
|
|
|||||
Interest
|
|
287
|
|
|
35
|
|
|
168
|
|
|
1,376
|
|
|
1,866
|
|
|||||
Capital expenditures
|
|
2,095
|
|
|
90
|
|
|
54
|
|
|
—
|
|
|
2,239
|
|
|||||
Non-cash compensation
|
|
310
|
|
|
176
|
|
|
57
|
|
|
951
|
|
|
1,494
|
|
|||||
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Three Months Ended March 31, 2017
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Revenues
|
|
$
|
265,841
|
|
|
$
|
11,865
|
|
|
$
|
12,301
|
|
|
$
|
284
|
|
|
$
|
290,291
|
|
Income (loss) before income taxes
|
|
3,594
|
|
|
(520
|
)
|
|
(2,515
|
)
|
|
(5,077
|
)
|
(1)
|
(4,518
|
)
|
|||||
EBITDA, as adjusted
(3)
|
|
11,735
|
|
|
113
|
|
|
(443
|
)
|
|
(3,915
|
)
|
|
7,490
|
|
|||||
Identifiable assets
(2)
|
|
417,972
|
|
|
35,770
|
|
|
50,611
|
|
|
19,695
|
|
|
524,048
|
|
|||||
Depreciation and amortization
|
|
5,450
|
|
|
163
|
|
|
1,804
|
|
|
15
|
|
|
7,432
|
|
|||||
Interest
|
|
236
|
|
|
—
|
|
|
168
|
|
|
73
|
|
|
477
|
|
|||||
Capital expenditures
|
|
2,188
|
|
|
133
|
|
|
33
|
|
|
39
|
|
|
2,393
|
|
|||||
Non-cash compensation
|
|
268
|
|
|
158
|
|
|
62
|
|
|
941
|
|
|
1,429
|
|
(1)
|
Includes interest expense, compensation, professional fees, and other general and administrative expenses related to the Corporate segment.
|
(2)
|
Identifiable assets are presented as of the end of the period.
|
(3)
|
The following table reconciles income (loss) before income taxes for the three months ended March 31, 2018 and 2017 to EBITDA, as adjusted.
|
|
|
Three Months Ended March 31,
|
||||||
|
|
2018
|
|
2017
|
||||
Income (loss) before income taxes
|
|
$
|
7,636
|
|
|
$
|
(4,518
|
)
|
Adjustments:
|
|
|
|
|
|
|
||
Interest income
|
|
(370
|
)
|
|
(102
|
)
|
||
Change in fair value of contingent consideration
|
|
61
|
|
|
(152
|
)
|
||
Interest expense
|
|
1,866
|
|
|
477
|
|
||
Depreciation and amortization
|
|
5,809
|
|
|
7,432
|
|
||
Non-cash compensation expense
|
|
1,494
|
|
|
1,429
|
|
||
Amortization of retention and forgivable loans
|
|
76
|
|
|
1,591
|
|
||
Amortization of contract acquisition costs
|
|
2,210
|
|
|
—
|
|
||
Financial advisor recruiting expense
|
|
87
|
|
|
868
|
|
||
Acquisition-related expense
|
|
913
|
|
|
176
|
|
||
Loss attributable to noncontrolling interest
|
|
(1
|
)
|
|
5
|
|
||
Other
(1)
|
|
383
|
|
|
284
|
|
||
EBITDA, as adjusted
|
|
$
|
20,164
|
|
|
$
|
7,490
|
|
|
|
|
|
|
||||
EBITDA, as adjusted
|
|
|
|
|
||||
Independent Advisory and Brokerage Services
|
|
$
|
20,011
|
|
|
$
|
11,735
|
|
Ladenburg
|
|
4,651
|
|
|
113
|
|
||
Insurance Brokerage
|
|
441
|
|
|
(443
|
)
|
||
Corporate
|
|
(4,939
|
)
|
|
(3,915
|
)
|
||
Total segments
|
|
$
|
20,164
|
|
|
$
|
7,490
|
|
(1)
|
Includes severance costs of $
88
, excise and franchise tax expense of $
153
and compensation expense that may be paid in stock of $
142
for the three months ended March 31, 2018. Includes excise and franchise tax expense of $
141
and compensation expense that may be paid in stock of $
143
for the three months ended March 31, 2017.
|
|
Three Months Ended
March 31, |
||||||
|
2018
|
|
2017
|
||||
Total revenues
|
$
|
329,384
|
|
|
$
|
290,291
|
|
Total expenses
|
321,687
|
|
|
294,961
|
|
||
Income (loss) before income taxes
|
7,636
|
|
|
(4,518
|
)
|
||
Net income (loss) attributable to the Company
|
5,463
|
|
|
(3,674
|
)
|
||
|
|
|
|
||||
Reconciliation of net income (loss) attributable to the Company to EBITDA, as adjusted:
|
|
|
|
||||
Net income (loss) attributable to the Company
|
$
|
5,463
|
|
|
$
|
(3,674
|
)
|
Less:
|
|
|
|
|
|
||
Interest income
|
(370
|
)
|
|
(102
|
)
|
||
Change in fair value of contingent consideration
|
61
|
|
|
(152
|
)
|
||
Add:
|
|
|
|
||||
Interest expense
|
1,866
|
|
|
477
|
|
||
Income tax expense (benefit)
|
2,172
|
|
|
(839
|
)
|
||
Depreciation and amortization
|
5,809
|
|
|
7,432
|
|
||
Non-cash compensation expense
|
1,494
|
|
|
1,429
|
|
||
Amortization of retention and forgivable loans
|
76
|
|
|
1,591
|
|
||
Amortization of contract acquisition costs
|
2,210
|
|
|
—
|
|
||
Financial advisor recruiting expense
|
87
|
|
|
868
|
|
||
Acquisition-related expense
|
913
|
|
|
176
|
|
||
Other
(1) (2)
|
383
|
|
|
284
|
|
||
EBITDA, as adjusted
|
$
|
20,164
|
|
|
$
|
7,490
|
|
(1)
|
Includes severance costs of $
88
, excise and franchise tax expense of $
153
and compensation expense that may be paid in stock of $
142
for the three months ended March 31, 2018.
|
(2)
|
Includes excise and franchise tax expense of $
141
and compensation expense that may be paid in stock of $
143
for the three months ended March 31, 2017.
|
|
Three Months Ended
March 31, |
||||||
|
2018
|
|
2017
|
||||
Revenues:
|
|
|
|
||||
I
ndependent advisory and brokerage services
|
$
|
275,529
|
|
|
$
|
265,841
|
|
Ladenburg
|
22,314
|
|
|
11,865
|
|
||
Insurance Brokerage
|
31,060
|
|
|
12,301
|
|
||
Corporate
|
481
|
|
|
284
|
|
||
Total revenues
|
$
|
329,384
|
|
|
$
|
290,291
|
|
|
|
|
|
||||
Income (loss) before income taxes:
|
|
|
|
||||
I
ndependent advisory and brokerage services
|
$
|
10,680
|
|
|
$
|
3,594
|
|
Ladenburg
|
4,313
|
|
|
(520
|
)
|
||
Insurance Brokerage
|
(131
|
)
|
|
(2,515
|
)
|
||
Corporate
(1)
|
(7,226
|
)
|
|
(5,077
|
)
|
||
Total income (loss) before income taxes
|
$
|
7,636
|
|
|
$
|
(4,518
|
)
|
|
|
|
|
||||
EBITDA, as adjusted:
|
|
|
|
||||
I
ndependent advisory and brokerage services
|
$
|
20,011
|
|
|
$
|
11,735
|
|
Ladenburg
|
4,651
|
|
|
113
|
|
||
Insurance Brokerage
|
441
|
|
|
(443
|
)
|
||
Corporate
|
(4,939
|
)
|
|
(3,915
|
)
|
||
Total EBITDA, as adjusted
(2)
|
$
|
20,164
|
|
|
$
|
7,490
|
|
(1)
|
Includes interest expense, compensation, professional fees and other general and administrative expenses related to the Corporate segment.
|
(2)
|
See Note 14 to our condensed consolidated financial statements for a reconciliation of EBITDA, as adjusted, to income (loss) before income taxes.
|
Period
|
|
Total Number of Shares Purchased |
|
Average Price
Paid
per Share
|
|
Total Number
of Shares
Purchased as
Part of Publicly
Announced
Plans or Programs
|
|
Maximum
Number
of Shares that
May Yet Be
Purchased
Under the
Plans or
Programs(1)
|
|||||
January 1 to January 31, 2018
|
|
317,643
|
|
(2)
|
$
|
3.16
|
|
|
81,576
|
|
|
8,068,209
|
|
February 1 to February 28, 2018
|
|
98,590
|
|
(3)
|
3.17
|
|
|
94,524
|
|
|
7,973,685
|
|
|
March 1 to March 31, 2018
|
|
109,300
|
|
|
3.43
|
|
|
109,300
|
|
|
7,864,385
|
|
|
Total
|
|
525,533
|
|
|
$
|
3.26
|
|
|
285,400
|
|
|
|
(1)
|
In March 2007, our board of directors authorized the repurchase of up to 2,500,000 shares of our common stock from time to time on the open market or in privately negotiated transactions depending on market conditions. In each of October 2011, November 2014 and November 2016, our board approved an amendment to the repurchase program to permit the repurchase of an additional 5,000,000 shares, 10,000,000 shares and 10,000,000 shares, respectively. As of March 31, 2018,19,635,615 shares had been repurchased for $50,343 under the program and 7,864,385 shares remain available for repurchase under the program. Beginning in the fourth quarter of 2015, we adopted a Rule 10b5-1 trading plan to permit the repurchase of common stock pursuant to the existing stock repurchase program during certain restricted trading periods. We intend to execute similar Rule 10b5-1 plans periodically in the future.
|
(2)
|
Includes (i) 230,317 shares surrendered to the Company in satisfaction of withholding taxes in connection with the vesting of restricted stock awards issued under the Company’s Amended and Restated 2009 Incentive Compensation Plan and (ii) 5,750 shares surrendered to the Company in satisfaction of the cost to exercise options in connection with stock option awards issued under the Company’s Amended and Restated 2009 Incentive Compensation Plan.
|
(3)
|
Includes 4,066 shares surrendered to the Company in satisfaction of the cost to exercise options in connection with stock option awards issued under the Company’s Amended and Restated 2009 Incentive Compensation Plan.
|
Exhibit No.
|
|
Description
|
|
|
4.1
|
|
|
||
10.1
|
|
|
||
10.2
|
|
|
||
10.3
|
|
|
||
10.4
|
|
|
||
12.1
|
|
|
||
31.1
|
|
|
||
31.2
|
|
|
||
32.1
|
|
|
||
32.2
|
|
|
||
101.INS
|
|
XBRL Instance Document.*
|
|
|
101.SCH
|
|
XBRL Taxonomy Extension Schema.*
|
|
|
101.CAL
|
|
XBRL Taxonomy Extension Calculation Linkbase.*
|
|
|
101.DEF
|
|
XBRL Taxonomy Extension Definition Linkbase.*
|
|
|
101.PRE
|
|
XBRL Taxonomy Extension Label Linkbase.*
|
|
|
101.LAB
|
|
XBRL Taxonomy Extension Presentation Linkbase.*
|
|
|
|
|
|
LADENBURG THALMANN FINANCIAL SERVICES INC.
|
|
|
|
|
|
|
(Registrant)
|
|
|
|
|
|
|
|
|
|
Date:
|
|
May 9, 2018
|
|
By:
|
/s/ Brett H. Kaufman
|
|
|
|
|
|
|
Brett H. Kaufman
|
|
|
|
|
|
|
Senior Vice President and Chief Financial Officer
|
|
|
|
|
|
|
(Principal Financial and Accounting Officer)
|
|
NATIONAL FINANCIAL SERVICES LLC
By:
/s/ Lisa O. Smith
Name: Lisa O. Smith
Title: VP- Fidelity Clearing & Custody Solutions
Date: 5/8/2018
|
LADENBURG THALMANN FINANCIAL SERVICES INC.
By:
/s/ Brian Heller
Name: Brian Heller
Title: SVP - Business and Legal Affairs
Date: 5/7/2018
|
1.
|
The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
|
2.
|
The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
|
1.
|
The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
|
2.
|
The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
|